Form: 3

Initial statement of beneficial ownership of securities

October 14, 2015

Documents

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BLECH ISAAC
 2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2015		 3. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [CERC]
(Last)
(First)
(Middle)
400 E. PRATT STREET, SUITE 606		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BALTIMORE, MD 21202		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 197,500
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 01/31/2022 Common Stock 53,571 $ 8.68 D  
Stock Option (Right to Buy) 05/13/2014 04/30/2024 Common Stock 10,714 $ 10.08 D  
Series A Convertible Preferred Stock   (2)   (2) Common Stock 5,952 (3) $ (2) D  
Series A Convertible Preferred Stock   (2)   (2) Common Stock 182,030 (3) $ (2) I By Daniel Blech Trust DTD 8/3/2005 (4)
Warrant (Right to Buy) 03/30/2012 03/30/2017 Common Stock 1,190 $ 28 D  
Warrant (Right to Buy) 03/30/2012 03/30/2017 Common Stock 36,406 $ 28 I By Daniel Blech Trust DTD 8/3/2005 (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLECH ISAAC
400 E. PRATT STREET, SUITE 606
BALTIMORE, MD 21202		   X   X    

Signatures

/s/ Mariam E. Morris by Power of Attorney 10/14/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Stock Option vested in equal one-third increments on February 23, 2013, 2014 and 2015.
(2) The shares of Series A Convertible Preferred Stock (the "Series A Shares") will convert automatically into Common Stock, on a 1-for-0.04464 basis, immediately prior to the closing of the Issuer's initial public offering, and have no expiration date.
(3) Reflects the conversion of the Series A Shares into shares of Common Stock.
(4) The reporting person disclaims beneficial ownership of the securities held by the Daniel Blech Trust DTD 8/3/2005 except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
 
Remarks:
Exhibit 24 - Power of Attorney

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